Oliver G. (Chip) Brewer III
About Oliver G. (Chip) Brewer III
Oliver G. (Chip) Brewer III, age 61, has served as President and Chief Executive Officer of Topgolf Callaway Brands Corp. (MODG) and as a director since 2012; he previously was CEO of Adams Golf (2002–2012) and a Topgolf director until the March 8, 2021 merger. He holds a B.A. from the College of William & Mary and an MBA from Harvard Business School (1991) . Under his leadership in 2024 MODG reported Adjusted EBITDA of $587.7 million (company-wide) with Topgolf segment Adjusted EBITDA of $337.2 million; adjusted free cash flow was $203.1 million . The company’s cumulative TSR measured per SEC rules was $37.12 for 2024 versus $192.08 for the S&P 1500 Consumer Discretionary comparator, reflecting significant underperformance; net income was negative due to $1.35B goodwill and $99.6M trade name impairments in Topgolf .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Topgolf Callaway Brands (MODG) | President & CEO; Director | 2012–present | Led combination with Topgolf (closed Mar 8, 2021); oversees multi-brand portfolio and rTSR-tied long-term incentives . |
| Topgolf International, Inc. | Director | 2012–Mar 8, 2021 | Board governance during growth phase prior to merger; industry expansion . |
| Adams Golf, Inc. | President & CEO; Director | 2002–2012 | Drove public golf equipment company strategy, P&L accountability . |
| Adams Golf, Inc. | President & COO | 2000–2002 | Operations leadership, scaling sales and manufacturing . |
| Adams Golf, Inc. | SVP Sales & Marketing | 1998–2000 | Built commercial engine across channels . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Topgolf International, Inc. | Director | 2012–Mar 8, 2021 | Board involvement helped drive venue-based growth later integrated into MODG . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,045,765 | 1,095,765 | 1,100,000 |
| Target Annual Bonus (% of salary) | 140% | 140% | 150% |
| Actual Annual Incentive Paid ($) | 2,625,000 | 947,100 | — (no payout) |
Observations:
- 2025 base salaries were held flat across NEOs; in 2024 the CEO’s salary was unchanged vs 2023, and his target bonus was raised to 150% to align with market .
- No 2024 annual bonus paid due to plan funding rules given Adjusted EBITDA mechanics .
Performance Compensation
Annual Incentive Structure and 2024 Outcome (CEO basis: Company-wide)
| Metric | Threshold | Modifier | Target | Modifier | Maximum | Modifier | Actual | Payout Modifier |
|---|---|---|---|---|---|---|---|---|
| Company-wide Adjusted EBITDA ($MM) | 587.0 | 50% | 638.0 | 100% | 689.0 | 200% | 587.7 (pre-incentive) | 0% (net below threshold after funding) |
Notes:
- CEO’s annual incentive tied solely to Company-wide Adjusted EBITDA . Due to plan funding (net Adjusted EBITDA after projected incentives falling below threshold), the payout for CEO was zero .
Long-Term Incentive Awards (2024 grants and design)
| Component | Brewer Allocation | Target Shares (2024) | Vesting | Performance Metric | Payout Curve |
|---|---|---|---|---|---|
| PRSUs | 75% of LTI value | 349,965 | Cliff vest at 3rd anniversary of grant (service requirement) | rTSR vs S&P Composite 1500 Consumer Discretionary ex-Auto & Components (LTIP Reference Group) | 25th pct=50%; 50th pct=100%; 75th pct=200%; interpolation between |
| RSUs | 25% of LTI value | 116,655 | Ratable: 1/3 each year over 3 years, service-based | n/a | n/a |
Prior PRSU outcomes:
- 2022–2024 LTIP PRSUs: rTSR ranked 6th percentile vs reference group; award level 0% (forfeited) .
- 2021 Topgolf transaction PRSUs: earned at maximum (150% of target) on cumulative Adjusted EBITDA; 50% vested in March 2024 and remaining 50% vested in March 2025 .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 1,940,501 shares held via family trusts; equals 1.06% of shares outstanding as of April 4, 2025 . |
| Outstanding/Unvested (12/31/2024) | RSUs: 116,655 (2024), 44,933 (2023), 19,057 (2022); PRSUs at “target”: 349,965 (2024), 202,199 (2023). Market values disclosed at $7.86 close; PRSUs 2022 tranche forfeited in Feb 2025 . |
| Special Transaction Awards | 2021 PRSUs tied to Topgolf merger; max earned; vest schedule split years 3 and 4 post-grant . |
| Ownership Guidelines | CEO required to hold 5x base salary; executives must hold 50% of net shares if not compliant; as of 2024 all executives were compliant or otherwise in compliance . |
| Hedging/Pledging | Company prohibits hedging and pledging for directors, officers and employees . |
Implications:
- Significant unvested PRSUs and ratable RSUs create periodic vesting events and potential selling pressure, but anti-hedging/pledging policy mitigates leverage risk .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Agreement | Executive employment agreement on file with SEC; sets base, incentives, benefits, and termination rights . |
| Termination without cause / resignation for good reason / non-renewal | Cash: 0.75x (CEO) of (base salary + target incentive) as severance plus 0.75x as “Incentive Payments,” paid over 18 months; pro-rated current-year bonus subject to actual performance; RSU/PRSU acceleration equal to awards that would have vested had employment continued for 18 months; COBRA premiums and financial planning for 18 months; outplacement 1 year; payments conditioned on release and non-compete (Incentive Payments contingent on not competing) . |
| Change-in-control (double-trigger) | Cash: 1.0x (severance) + 1.0x (Incentive Payments) of (base + target) payable over 24 months; pro-rated current-year bonus; equity awards accelerate to at least “target” for performance awards with 18-month equivalent service acceleration for CEO; COBRA and planning services for 24 months; clawback and 280G cutback apply; awards may be assumed or vested depending on transaction . |
| Clawback | SEC- and NYSE-compliant clawback policy plus agreement-specific clawbacks for restatements and misconduct . |
Board Governance
- Brewer serves on the Board but is not independent; he holds no committee memberships .
- Board leadership is separated: independent Chair (John F. Lundgren), Vice Chair (Erik J. Anderson); no Lead Independent Director given independent Chair .
- Board composition post-2025 Annual Meeting is 11 members; majority independent; CEO is the sole non-independent director .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of meetings; independent directors held executive sessions at five meetings .
Director compensation:
- As CEO, Brewer receives no additional director cash/equity compensation .
Compensation Structure Analysis
- Shift toward performance equity: CEO’s 2024 LTI is 75% PRSUs, fully rTSR-based over 3 years, reinforcing shareholder alignment; all NEOs majority PRSUs .
- Pay mix: Approximately 71% of CEO’s targeted total direct compensation in 2024 was performance-based; ~70% was in long-term equity (PRSUs + RSUs) .
- Governance safeguards: No single-trigger CIC severance; no option repricing; clawbacks; anti-hedging/pledging; stock ownership guidelines; no excise tax gross-ups (280G cutback) .
Related Party Transactions and Red Flags
- Employment of Oliver Brewer IV (son): software engineer; < $0.2 million compensation Jan 1, 2024–Mar 31, 2025 .
- Consulting agreement with Dundon Capital Partners (affiliated with major shareholder and director nominee Turney): MODG expects to pay $750,000 for Topgolf advisory services .
- Small tax gross-up related to spousal travel for Brewer: $989 (with $548 reimbursement) included in other compensation .
- Policy prohibits hedging and pledging; no option repricing; strong clawback framework .
Compensation Peer Group (Benchmarking)
The Compensation Comparison Group used to inform 2024 pay decisions included Acushnet, Brunswick, Columbia Sportswear, Deckers Outdoor, Electronic Arts, Lululemon, Polaris, Under Armour, Vista Outdoor, Vail Resorts, Darden, Bloomin’ Brands, Brinker, Dave & Buster’s, Texas Roadhouse, Yum! Brands, Peloton; MODG does not target a fixed percentile .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval was ~98% of votes cast; MODG maintained the compensation structure following strong support .
Director Service, Committees, and Dual-Role Implications
- Brewer is both CEO and a director; independence considerations are mitigated by separated Chair/CEO roles and majority-independent board .
- Committee roles: Brewer serves on none; all committee chairs and members are independent (Audit, Compensation, Nominating/Governance) .
- Board attendance and executive sessions support independent oversight .
Performance & Track Record
| Measure | 2024 Value |
|---|---|
| Company-wide Adjusted EBITDA ($MM) | 587.7 |
| Topgolf Adjusted EBITDA ($MM) | 337.2 |
| Adjusted Free Cash Flow ($MM) | 203.1 |
| Cumulative TSR ($) | 37.12 (company) vs 192.08 (comparator) |
| Net Income Impact | Goodwill impairment $1,352.4MM and trade name impairment $99.6MM in Topgolf |
Highlights:
- PRSUs for 2022–2024 paid 0% due to below-threshold rTSR (6th percentile), increasing alignment pressure on TSR improvement .
- 2021 Topgolf transaction PRSUs paid at maximum on financial metrics, with vesting completing in 2024–2025, potentially adding selling pressure around vest dates .
Equity Ownership & Vesting Schedule Details (Selected Brewer Grants)
| Grant | Type | Shares | Vesting Schedule |
|---|---|---|---|
| Feb 6, 2024 | RSUs | 116,655 | 1/3 annually over 3 years (service-based) |
| Feb 6, 2024 | PRSUs (target) | 349,965 | Cliff at 3rd anniversary; rTSR vs peer at 25th/50th/75th percentile = 50%/100%/200% payout |
| Feb 22, 2023 | RSUs | 44,933 | 1/3 annually over 3 years (service-based) |
| Feb 22, 2023 | PRSUs (target) | 202,199 | Cliff at 3rd anniversary; rTSR vs peer curve |
| Feb 17, 2022 | RSUs | 19,057 | 1/3 annually over 3 years (service-based) |
| Feb 17, 2022 | PRSUs (target) | 171,518 | Forfeited (0% payout; rTSR 6th percentile) |
| Mar 8, 2021 | PRSUs (Topgolf transaction) | 347,938 | 50% vested Mar 2024; remaining 50% vested Mar 2025 at max (150%) earned level |
Director Compensation (for Brewer as Director)
- No incremental director fees or equity are paid to Brewer beyond his executive compensation .
Employment & Contracts (Additional Terms)
- Disability: lump sum equal to six months of base salary; pro-rated annual incentive; 18 months COBRA; 18-month look-forward equity acceleration for CEO .
- Death: accelerated vesting of service-based full-value equity awards .
- Equity grants follow strict timing policies; dividends accrue only post-vesting; no options granted in 2024 .
Investment Implications
- Compensation alignment: A high proportion of Brewer’s LTI is rTSR-based (75%), with recent rTSR outcomes at 0% indicating strong linkage between shareholder returns and realized pay; this can be a positive alignment signal but implies limited realized upside until TSR improves .
- Near-term selling pressure: Significant RSU ratable vesting and completion of the 2021 transaction PRSUs in 2025 create potential liquidity events; anti-hedging/pledging and ownership guidelines reduce leverage but not discretionary sales, warranting monitoring of Form 4 filings around vest dates .
- Retention and CIC economics: Double-trigger CIC with cash equal to 2.0x combined severance and “Incentive Payments,” plus equity acceleration at least at target, provides competitive protection; 0.75x severance structure on non-CIC termination indicates moderate protection while maintaining performance linkage .
- Governance quality: Separation of Chair/CEO, independent committees, strong clawbacks, and no repricing/tax gross-ups (with 280G cutback) support governance and reduce red-flag risk; the small tax gross-up for spousal travel is immaterial but notable .
- Performance overhang: 2024 TSR and impairments underscore execution risk in Topgolf; PRSU forfeiture for 2022–2024 strengthens pay-for-performance rigor but highlights shareholder return challenges; watch delivery on Adjusted EBITDA, cash flow, and the announced plan to separate Topgolf/Callaway to unlock value .